Clifford Chance

Tokyo Stock Exchange proposal for increased minority shareholder protection in going-private deals

24 April 2025

The Tokyo Stock Exchange (TSE) has proposed stringent new requirements for going-private transactions conducted by controlling shareholders, significant minority shareholders, or management buyouts (MBOs), to safeguard minority shareholders' interests and ensure equitable acquisition prices. The new rules aim to address conflicts of interest between the acquiror (such as founding families, controlling shareholders, and certain affiliates) and other general shareholders in a practical manner.

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